TransAlta Corp T.TA.PR.G

RUSTY,,,,,,,,,,RE:BrookField................

[Red_Deer]

Here are some of the ACTUAL DATES mentioned in the 2019 BrookField Investment Agreement.

The EARLIEST Date BEING December 31, 2023__And the LATEST Date December 31, 2028

Key terms of the agreement include:

• The Investment will occur in two tranches, $350 million at closing, expected in May 2019, in the form of Exchangeable Debentures, and $400 million at a second closing in October 2020 in the form of Redeemable Preferred Shares (together, the "Exchangeable Securities"). Both securities will have an annual coupon rate of 7.0% and will be convertible into an equity interest in an entity holding the hydro assets after December 31, 2024.
   
• After December 31, 2024, Brookfield has the right to exchange the Exchangeable Securities into an equity ownership interest in an entity to be formed that will hold the Company's Alberta Hydro Assets

• If Brookfield chooses not to exercise its right to exchange its Investment as outlined above, TransAlta has the right after December 31, 2028 to redeem for cash all or any portion of the Exchangeable Securities for the original subscription price, plus any accrued but unpaid interest or dividends payable, provided the minimum proceeds to Brookfield for each redemption (other than the final redemption) is not less than $100 million and provided all Exchangeable Securities must be redeemed within 36 months of the first optional redemption.

• Brookfield has agreed to standstill commitments for a three-year period from the date the first tranche is funded, with customary exceptions. It has also agreed to vote in favour of the Company's director nominees and in accordance with any recommendations of the Board at any meeting of the shareholders of the Company, for a minimum of three years and subject to extension for so long as it has nominees on the Board.
   
• Brookfield has also agreed to a lock-up which prohibits the sale of common shares or Exchangeable Securities, subject to certain exclusions, until December 31, 2023.

 

• Brookfield has agreed to standstill commitments for a three-year period from the date the first tranche is funded, with customary exceptions. It has also agreed to vote in favour of the Company's director nominees and in accordance with any recommendations of the Board at any meeting of the shareholders of the Company, for a minimum of three years and subject to extension for so long as it has nominees on the Board.
   
• Brookfield has also agreed to a lock-up which prohibits the sale of common shares or Exchangeable Securities, subject to certain exclusions, until December 31, 2023.